EXPENSE LIMITATION AGREEMENT NEUBERGER BERMAN ALTERNATIVE FUNDS NEUBERGER BERMAN COMMODITY STRATEGY FUND
XXXXXXXXX XXXXXX ALTERNATIVE FUNDS
XXXXXXXXX XXXXXX COMMODITY STRATEGY FUND
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 24, 2021
Xxxxxxxxx Xxxxxx Investment Advisers LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Commodity Strategy Fund (“Fund”) is a series of Xxxxxxxxx Xxxxxx Alternative Funds, a Delaware statutory trust
(“Trust”).
You hereby agree, from February 28, 2021 until each date noted on Schedule A (each a “Limitation Period”), to waive fees and/or
reimburse annual operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses relating to short sales, and
extraordinary expenses, if any) (“Operating Expenses”) of the Fund’s respective Classes noted on Schedule A (each a “Class”) so that the Operating Expenses of each Class are limited to the respective rate per annum, as noted on Schedule A, of
that Class’s average daily net assets (each an “Expense Limitation”). Commitment fees relating to borrowings are treated as interest for purposes of this section. For all purposes hereof, the Operating Expenses of each Class are deemed to
include a proportionate part ‑‑ determined by dividing that Class’s average daily net assets by the Fund’s aggregate average daily net assets ‑‑ of the Operating Expenses of Xxxxxxxxx Xxxxxx Cayman Commodity Fund I Ltd., an exempted
company incorporated in the Cayman Islands that is wholly owned by the Fund, or any other wholly owned subsidiary of the Fund advised by Xxxxxxxxx Xxxxxx Investment Advisers LLC (collectively, “Subsidiary”). You
further agree to pay any reimbursement made pursuant to the Expense Limitation to the Fund, on each applicable Class’s behalf, and the Subsidiary in proportion to their respective Operating Expenses that gave rise to the reimbursement.
The Fund and the Subsidiary agree to repay you out of assets attributable to its respective Class noted on Schedule A for any fees waived by you under an
Expense Limitation or any Operating Expenses you reimburse in excess of an Expense Limitation, provided that the repayment does not cause that Class’ Operating Expenses to exceed the expense limitation in place at the
time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time the Fund or the Subsidiary repays you, whichever is lower. Any such repayment must be made within three years after the year in which
you incurred the expense. The percentage of any such repayment to be made by the Subsidiary shall equal the percentage of the waiver/reimbursement from which the Subsidiary benefitted that is subject to repayment, beginning with the earliest year
in the aforementioned three-year period in which it so benefitted and then the next year thereafter. In no event shall the Subsidiary be responsible
for repaying more than the Subsidiary’s share of the waiver or reimbursement to which the total repayment relates.
You understand that you shall look only to the assets attributable to the applicable Class and to the
Subsidiary for the Fund’s and the Subsidiary’s respective performance of this Agreement and for payment of any claim you may have hereunder, and neither any other series of the Trust or Class, nor any of the Trust’s trustees, officers, employees,
agents, or shareholders, whether past, present or future, shall be personally liable therefor.
This Agreement is made and to be performed principally in the State of New York, and except insofar as
the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any
amendment to this Agreement shall be in writing signed by the parties hereto and requires approval of the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as that term is
defined in the Investment Company Act of 1940. This Agreement supersedes any prior agreement with respect to the subject matter hereof as of February 28, 2021.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed
counterpart hereof and return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX ALTERNATIVE FUNDS,
on behalf of
XXXXXXXXX XXXXXX COMMODITY STRATEGY FUND
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
XXXXXXXXX XXXXXX CAYMAN COMMODITY FUND I LTD.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Director
The foregoing Agreement is hereby accepted as of February 24, 2021
XXXXXXXXX XXXXXX INVESTMENT ADVISERS LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President and Chief Investment Officer -- Equities
SCHEDULE A
Fund
|
Class
|
Limitation
Period |
Expense
Limitation |
Xxxxxxxxx Xxxxxx Commodity Strategy Fund*
|
Class A
|
10/31/2024
|
1.09%
|
Class C
|
10/31/2024
|
1.84%
|
|
Institutional
|
10/31/2024
|
0.73%
|
|
*For purposes of this limitation, the Fund’s Operating Expenses shall be deemed to include the Operating Expenses of Xxxxxxxxx Xxxxxx Cayman Commodity Fund I Ltd., a wholly owned subsidiary of the Fund, and any other wholly owned subsidiary of
the Fund advised by Xxxxxxxxx Xxxxxx Investment Advisers LLC.